Connect Newsletter – September 2026

Companies Registration Office (“CRO”) Update

Enforcement Action

The CRO has significantly intensified its enforcement activity for companies that have failed to meet their filing obligations. The latest figures show that over 3,000 companies have already been struck off the register in 2026 for non-filing of annual returns with approximately another 6,000 companies currently listed for strike-off. The overall number of company dissolutions is expected to increase substantially this year reflecting the CRO’s commitment to clear the backlog that built up when enforcement was paused during Covid.

Given the scale of current enforcement activity, companies with outstanding filing obligations should act immediately to regularise their position and avoid the risk of strike-off and dissolution.

CRO 2025 Annual Report

The CRO has published its Annual Report for 2025 and some key points to highlight include: -

CRO revenues decreased by 4.9% to €19.5 million in 2025 with the decrease in revenue largely attributable to the reduction in the number of late filing fees received during the year.
The number of liquidations registered with the CRO increased by 4.76% compared to 2024.
The CRO has indicated that it intends to take enforcement action against liquidators who fail to file their returns on time. The process will initially involve issuing reminder letters to liquidators with overdue returns and may ultimately result in prosecution. Failure to file a liquidator’s return is a category 3 offence, while failure to file a receivership return is a category 4 offence. Both offences may result in a Class A fine.
1,422 District Court/High Court applications were received by the CRO in 2025 to extend the time to file a company’s annual return. They objected to 11 applications, no applications were refused by the courts, and a number were either withdrawn or adjourned to 2026.
There were 30 instances where auditors notified the CRO that their Auditors Registration Number was used to file auditors reports without their permission.
At the end of 2025, 6,655 persons were on the register of disqualified persons, and 788 persons were on the register of restricted persons.
In 2025, 26,533 new companies were incorporated, representing an increase of 2,881 companies, or 2%, compared to 2024 when 23,652 new companies were incorporated.
At the end of 2025, in total, there were 340,693 Irish companies in existence on the register, with private limited by shares companies making up 89% of all companies on the register.
The overall number of submissions being filed with the CRO continues to rise, with over 579,000 submissions filed in 2025 compared to 566,827 filed in 2024. Over 95% of all documents filed with CRO in 2025 were filed electronically.
In 2023, the Registrar brought Judicial Review proceedings in the High Court seeking to have 2 District Court Orders quashed that related to the District Courts granting additional time to companies to file outstanding annual returns. The Registrar was of the view that the further orders of additional time was a second order in respect to an annual return and that the District Courts had no power to grant same. Judgement was delivered on 15th January 2025 and the Judge stated in his ruling that “only one order may be made extending time for the delivery to the Registrar of an annual return”.
Section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, commenced on 16 July 2025. This section provides that, from commencement, companies who have an entitlement to apply for an audit exemption will lose that entitlement for the following two years if their annual return is filed late more than once in a five-year period.
Involuntary strike off for failure to file annual returns process restarted on 11 August 2025. The first companies to be struck off upon completion of the procedure set out in Part 12, Chapter 1 of the Companies Act 2014 were struck off in January 2026. 958 companies began the process in 2025, and these companies will be struck off and dissolved in 2026 if they continue to fail in their obligations in relation to filing their annual returns.
506 companies without any registered directors were struck off in 2025.
The Registrar intends to initiate a number of prosecutions for failure to file annual returns in 2026.

Click here to read the CRO’s 2025 Annual Report in full.

Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies 2025 Annual Report

The RBO has published its 2025 Annual Report. Some of the key observations contained in the report are summarised below: -

At the end of 2025, 234,541 (89.18%) of companies and 695 (77.65%) of societies had filed beneficial ownership information on the RBO.
The RBO’s reminder campaign continued with newly incorporated entities to remind them of their obligation to file beneficial ownership information with the RBO within 5 months of incorporation.
There was a total of 84,298 submissions received by the RBO in 2025, of which approximately 14.21% were rejected.
The number of non-compliance notices (NCNs) has declined markedly in 2023, 2024 and 2025 compared to 2022. Although NCNs rose in 2025 compared to 2024 (+110%), they remain below 2022 levels.
The RBO initiated automatic first enforcement emails to all entities that had not filed by two months post filing deadline.
Seven applications to access information on the RBO under the legitimate interest criteria were received in 2025 but none were approved as the applicants did not satisfy the criteria for access.
The RBO brought cases against 31 entities for failure to file beneficial ownership information before the Dublin Metropolitan District Court. 11 entities were convicted, 20 entities pleaded guilty and the Probation Act was applied.
On December 3^rd, 2024, the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 amended the Companies Act 2014 to provide that the Registrar of Companies, on notice from the RBO, may strike off a company for failure to file required information with the Registrar of the RBO. As part of phased enforcement strategy, the RBO will begin to refer non-compliant companies to the CRO in 2026.

Click here to view the 2025 RBO Annual Report. (PDF, 622KB)

Corporate Enforcement Authority (“CEA”) 2025 annual report

The CEA has published its Annual Report for 2025 and some key points to highlight include: -

The CEA received 1,214 liquidators’ reports in 2025, a 23% increase on 2024 and the highest level reported in recent years. This reflects the continuing rise in insolvency-related enforcement and supervision work.
As a result of the CEA's review of insolvent companies, 98 directors were restricted and 18 directors were disqualified, with a further director disqualified on fitness grounds. These measures are designed to protect the public and enhance accountability among company directors.
During 2025, the CEA obtained 41 court-authorised production orders, executed 7 search warrants, took 36 witness statements, conducted 3 cautioned interviews, and made 2 arrests. Several significant prosecutions and investigations progressed during the year.
During the year, the CEA received 147 indictable offence reports from company auditors.
Following receipt of auditor reports, the CEA ensured that director loan breaches amounting to €6.21 million were corrected in 2025, compared to €1.41 million in 2024. This was one of the most notable compliance outcomes reported during the year.
The CEA launched its new strategic plan built around three pillars: optimising effective enforcement, empowering stakeholders, and investing in its people.
The report contains some case studies that are particularly relevant to the company secretary, including successful CEA intervention where a company failed to:-
- Hold an Annual General Meeting;
- Have financial statements audited;
- Maintain correct registered office information; and
- Comply with website disclosure obligations.
The CRO’s focus on involuntary strike off for failure to file annual returns will result in renewed CEA action against directors of struck off insolvent companies.

Click here to view the 2025 CEA Annual Report. (PDF, 6.6MB)

Director’s compliance statement

As part of the directors’ report included in a company’s annual financial statements, certain companies are required to include a compliance statement under Section 225 of the Companies Act 2014. This statement requires the directors to acknowledge their responsibility for ensuring the company complies with its key legal and tax obligations. Directors must also confirm that appropriate policies, procedures and internal controls are in place to support compliance or explain why such arrangements have not been adopted.

In practice, this means the board should regularly assess the company’s compliance framework and be satisfied that it provides reasonable assurance that material obligations are being met. The requirement is intended to promote strong corporate governance and reinforce directors’ oversight of the company’s compliance responsibilities.

Please click here for further information and how we can help.

Privacy reform for public disclosure of directors’ residential addresses

Salvador Nash’s article published in the Business Post looks at the recommendation to move away from the routine public disclosure of residential addresses, to be replaced by a public contact address and a private residential address held by the CRO. It also outlines the practical steps directors and companies should be considering as these changes progress.

Click here to read the full article.

Launch of the National Anti-Money Laundering (“AML”) Strategy

Ireland has launched its first National Anti-Money Laundering (AML), Countering the Financing of Terrorism (CFT) and Countering Proliferation Financing (CPF) Strategy for 2026-2030, setting out a roadmap to strengthen the country’s financial crime framework and align it with upcoming EU AML reforms. The strategy is informed by Ireland’s 2026 National Risk Assessment, which identified money laundering as a moderate risk and highlighted emerging threats such as crypto-assets, digital platforms and sanctions evasion.

Key areas of focus include enhanced national coordination, improved risk assessment processes, regulatory developments, stakeholder engagement and international cooperation. While the strategy does not introduce immediate new obligations for businesses, it signals a continued regulatory focus on AML compliance and is expected to shape future legislative and supervisory developments.

Click here for further information.

UK Companies House Updates

Irish groups with UK subsidiaries should be aware of recent changes to the implementation timelines for UK Companies House reforms. Companies House has delayed the introduction of the requirement for individuals filing documents on behalf of companies to be identity verified, or to file through an Authorised Corporate Service Provider (ACSP), until no earlier than November 2027.

In addition, Companies House has confirmed that, from 1 April 2028, all annual accounts will need to be filed digitally using commercial software in iXBRL format, with existing web-based and paper filing routes being withdrawn. Companies affected by these changes should begin assessing the impact on their compliance processes and timelines.

EMA Law Virtual Session, Business transformation: Legal perspectives on navigating change 24 September 2026

I am delighted to invite you to the upcoming EMA Law Virtual Session, Business transformation: Legal perspectives on navigating change. This session will bring together KPMG legal professionals and clients from across EMA to share first-hand insights, perspectives and real-world challenges on navigating change in today’s legal market.

Through a series of pre-recorded conversations, our clients will share their experiences, the challenges they are facing and the practical lessons they are learning as their organisations respond to business transformation. The session will offer valuable perspectives on emerging trends and the evolving role of the legal profession in addressing some of the most important issues impacting organisations today.